Certificate
Register; Registration of Transfer and Exchange of
Certificates.

Section
5.03

Mutilated,
Destroyed, Lost or Stolen Certificates.

Section
5.04

Persons
Deemed Owners.

Section
5.05

Access
to List of Certificateholders’ Names and Addresses.

Section
5.06

Book-Entry
Certificates.

Section
5.07

Notices
to Depository.

Section
5.08

Definitive
Certificates.

Section
5.09

Maintenance
of Office or Agency.

ARTICLE
VI.

THE
DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

Section
6.01

Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers.

Section
6.02

Merger
or Consolidation of the Depositor, the Master Servicer or the
Sellers.

Section
6.03

Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.

Section
6.04

Limitation
on Resignation of Master Servicer.

Section
6.05

Errors
and Omissions Insurance; Fidelity Bonds.

ARTICLE
VII.

DEFAULT;
TERMINATION OF MASTER SERVICER

Section
7.01

Events
of Default.

Section
7.02

Trustee
to Act; Appointment of Successor.

Section
7.03

Notification
to Certificateholders.

ARTICLE
VIII.

CONCERNING
THE TRUSTEE

Section
8.01

Duties
of Trustee.

Section
8.02

Certain
Matters Affecting the Trustee.

Section
8.03

Trustee
Not Liable for Mortgage Loans.

Section
8.04

Trustee
May Own Certificates.

Section
8.05

Master
Servicer to Pay Trustee’s Fees and Expenses.

Section
8.06

Eligibility
Requirements for Trustee.

Section
8.07

Resignation
and Removal of Trustee.

Section
8.08

Successor
Trustee.

Section
8.09

Merger
or Consolidation of Trustee.

Section
8.10

Appointment
of Co-Trustee or Separate Trustee.

Section
8.11

Tax
Matters.

Section
8.12

[Reserved].

Section
8.13

Access
to Records of the Trustee.

Section
8.14

Suits
for Enforcement.

ARTICLE
IX.

TERMINATION

Section
9.01

Termination
upon Liquidation or Repurchase of all Mortgage Loans.

Section
9.02

Final
Distribution on the Certificates.

Section
9.03

Additional
Termination Requirements.

ARTICLE
X.

MISCELLANEOUS
PROVISIONS

Section
10.01

Amendment.

Section
10.02

Recordation
of Agreement; Counterparts.

Section
10.03

Governing
Law.

Section
10.04

Intention
of Parties.

Section
10.05

Notices.

Section
10.06

Severability
of Provisions.

Section
10.07

Assignment.

Section
10.08

Limitation
on Rights of Certificateholders.

Section
10.09

Inspection
and Audit Rights.

Section
10.10

Certificates
Nonassessable and Fully Paid.

Section
10.11

Rights
of NIM Insurer.

ARTICLE
XI.

EXCHANGE
ACT REPORTING

Section
11.01

Filing
Obligations.

Section
11.02

Form
10-D Filings.

Section
11.03

Form
8-K Filings.

Section
11.04

Form
10-K Filings.

Section
11.05

Sarbanes-Oxley
Certification.

Section
11.06

Form
15 Filing.

Section
11.07

Report
on Assessment of Compliance and Attestation.

Section
11.08

Use
of Subservicers and Subcontractors.

Section
11.09

Amendments.

Section
11.10

Reconciliation
of Accounts.

Exhibits

EXHIBIT
A

Forms
of Certificates

EXHIBIT
A-1

Form
of Class 1-A Certificate

EXHIBIT
A-2

Form
of Class 2-A-1 Certificate

EXHIBIT
A-3

Form
of Class 2-A-2 Certificate

EXHIBIT
A-4

Form
of Class 2-A-3 Certificate

EXHIBIT
A-5

[Reserved]

EXHIBIT
A-6

Form
of Class M-1 Certificate

EXHIBIT
A-7

Form
of Class M-2 Certificate

EXHIBIT
A-8

Form
of Class M-3 Certificate

EXHIBIT
A-9

Form
of Class M-4 Certificate

EXHIBIT
A-10

Form
of Class M-5 Certificate

EXHIBIT
A-11

Form
of Class M-6 Certificate

EXHIBIT
A-12

Form
of Class M-7 Certificate

EXHIBIT
A-13

Form
of Class M-8 Certificate

EXHIBIT
A-14

Form
of Class B Certificate

EXHIBIT
B

Form
of Class P Certificate

EXHIBIT
C

Form
of Class C Certificate

EXHIBIT
D

Form
of Class A-R Certificate

EXHIBIT
E

Form
of Tax Matters Person Certificate

EXHIBIT
F

Mortgage
Loan Schedule

EXHIBIT
F-1

List
of Mortgage Loans

EXHIBIT
F-2

Mortgage
Loans for which All or a Portion of a Related Mortgage File is not
Delivered to the Trustee on or prior to the Closing
Date

EXHIBIT
G

Forms
of Certification of Trustee

EXHIBIT
G-1

Form
of Initial Certification of Trustee (Initial Mortgage
Loans)

EXHIBIT
G-2

Form
of Interim Certification of Trustee

EXHIBIT
G-3

Form
of Delay Delivery Certification

EXHIBIT
G-4

Form
of Initial Certification of Trustee (Subsequent Mortgage
Loans)

EXHIBIT
H

Form
of Final Certification of Trustee

EXHIBIT
I

Transfer
Affidavit for Class A-R Certificates

EXHIBIT
J-1

Form
of Transferor Certificate for Class A-R Certificates

EXHIBIT
J-2

Form
of Transferor Certificate for Private Certificates

EXHIBIT
K

Form
of Investment Letter (Non-Rule 144A)

EXHIBIT
L

Form
of Rule 144A Letter

EXHIBIT
M

Form
of Request
for Document Release

EXHIBIT
N

Form
of Request for File Release

EXHIBIT
O

Copy
of Depository Agreement

EXHIBIT
P

Form
of Subsequent Transfer Agreement

EXHIBIT
Q

[Reserved]

EXHIBIT
R

[Reserved]

EXHIBIT
S-1

[Reserved]

EXHIBIT
S-2

[Reserved]

EXHIBIT
T

Officer’s
Certificate with respect to Prepayments

EXHIBIT
U

Form
of Swap Contract

EXHIBIT
V-1

Form
of Swap Contract Novation Agreement

EXHIBIT
V-2

Form
of Swap
Contract Administration Agreement

EXHIBIT
W

Form
of Monthly Statement

EXHIBIT
X-1

Form
of Performance Certification (Subservicer)

EXHIBIT
X-2

Form
of Performance Certification (Trustee)

EXHIBIT
Y

Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement

EXHIBIT
Z

List
of Item 1119 Parties

EXHIBIT
AA

Form
of Sarbanes-Oxley Certification (Replacement Master
Servicer)

EXHIBIT
AB

Form
of Auction Administration Agreement

SCHEDULE
I

Prepayment
Charge Schedule and Prepayment Charge Summary

SCHEDULE
II

Collateral
Schedule

SCHEDULE
III

40-Year
Target Schedule

POOLING
AND SERVICING AGREEMENT, dated as of August 1, 2006, by and among CWABS, INC.,
a
Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS,
INC., a New York corporation, as seller (“CHL” or a “Seller”), PARK GRANADA
LLC., a Delaware limited liability company, as a seller (“Park Granada” or a
“Seller”), PARK SIENNA LLC, a Delaware limited liability company, as a seller
(“Park Sienna” or a “Seller”, and together with CHL and Park Granada, the
“Sellers”), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as
master servicer (the “Master Servicer”), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the “Trustee”).

PRELIMINARY
STATEMENT:

The
Depositor intends to sell mortgage asset-backed pass-through certificates
(collectively, the “Certificates”), to be issued hereunder in eighteen classes,
which in the aggregate will evidence the entire beneficial ownership interest
in
the Mortgage Loans (as defined herein).

REMIC
I

As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
(exclusive of the Swap Contract, the Swap Trust, the Swap Account and the
Carryover Reserve Fund) subject to this Agreement as a real estate mortgage
investment conduit (a “REMIC”) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC 1.” The R-1-R Interest
will represent the sole class of “residual interests” in REMIC 1 for purposes of
the REMIC Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, REMIC 1 Remittance
Rate
and initial Uncertificated Principal Balance for each of the “regular interests”
in REMIC 1 (the “REMIC 1 Regular Interests”). None of the REMIC 1 Regular
Interests will be certificated.

Designation

REMIC
1

Remittance
Rate

Initial

Uncertificated
Principal Balance

Latest
Possible

Maturity
Date(1)

I

(2)

$

50,352,800.00

February
2046

I-1-A

(2)

$

1,472,778.16

February
2046

I-1-B

(2)

$

1,472,778.16

February
2046

I-2-A

(2)

$

1,569,748.73

February
2046

I-2-B

(2)

$

1,569,748.73

February
2046

I-3-A

(2)

$

1,663,183.91

February
2046

I-3-B

(2)

$

1,663,183.91

February
2046

I-4-A

(2)

$

1,753,444.92

February
2046

I-4-B

(2)

$

1,753,444.92

February
2046

I-5-A

(2)

$

1,838,624.88

February
2046

I-5-B

(2)

$

1,838,624.88

February
2046

I-6-A

(2)

$

1,921,670.84

February
2046

I-6-B

(2)

$

1,921,670.84

February
2046

I-7-A

(2)

$

1,949,928.57

February
2046

I-7-B

(2)

$

1,949,928.57

February
2046

I-8-A

(2)

$

2,019,746.75

February
2046

I-8-B

(2)

$

2,019,746.75

February
2046

I-9-A

(2)

$

2,073,768.66

February
2046

I-9-B

(2)

$

2,073,768.66

February
2046

I-10-A

(2)

$

2,130,865.11

February
2046

I-10-B

(2)

$

2,130,865.11

February
2046

I-11-A

(2)

$

2,191,993.96

February
2046

I-11-B

(2)

$

2,191,993.96

February
2046

I-12-A

(2)

$

2,238,163.88

February
2046

I-12-B

(2)

$

2,238,163.88

February
2046

I-13-A

(2)

$

2,079,884.59

February
2046

I-13-B

(2)

$

2,079,884.59

February
2046

I-14-A

(2)

$

2,004,769.73

February
2046

I-14-B

(2)

$

2,004,769.73

February
2046

I-15-A

(2)

$

1,932,125.23

February
2046

I-15-B

(2)

$

1,932,125.23

February
2046

I-16-A

(2)

$

1,862,286.52

February
2046

I-16-B

(2)

$

1,862,286.52

February
2046

I-17-A

(2)

$

1,794,337.17

February
2046

I-17-B

(2)

$

1,794,337.17

February
2046

I-18-A

(2)

$

3,258,873.67

February
2046

I-18-B

(2)

$

3,258,873.67

February
2046

I-19-A

(2)

$

3,056,507.24

February
2046

I-19-B

(2)

$

3,056,507.24

February
2046

I-20-A

(2)

$

2,866,442.19

February
2046

I-20-B

(2)

$

2,866,442.19

February
2046

I-21-A

(2)

$

2,687,917.44

February
2046

I-21-B

(2)

$

2,687,917.44

February
2046

I-22-A

(2)

$

2,520,387.22

February
2046

I-22-B

(2)

$

2,520,387.22

February
2046

I-23-A

(2)

$

2,362,844.13

February
2046

I-23-B

(2)

$

2,362,844.13

February
2046

I-24-A

(2)

$

1,350,641.16

February
2046

I-24-B

(2)

$

1,350,641.16

February
2046

I-25-A

(2)

$

1,236,307.76

February
2046

I-25-B

(2)

$

1,236,307.76

February
2046

I-26-A

(2)

$

1,186,200.36

February
2046

I-26-B

(2)

$

1,186,200.36

February
2046

I-27-A

(2)

$

1,137,774.97

February
2046

I-27-B

(2)

$

1,137,774.97

February
2046

I-28-A

(2)

$

1,091,050.78

February
2046

I-28-B

(2)

$

1,091,050.78

February
2046

I-29-A

(2)

$

1,072,408.23

February
2046

I-29-B

(2)

$

1,072,408.23

February
2046

I-30-A

(2)

$

1,076,983.41

February
2046

I-30-B

(2)

$

1,076,983.41

February
2046

I-31-A

(2)

$

1,029,964.11

February
2046

I-31-B

(2)

$

1,029,964.11

February
2046

I-32-A

(2)

$

987,229.40

February
2046

I-32-B

(2)

$

987,229.40

February
2046

I-33-A

(2)

$

22,728,273.83

February
2046

I-33-B

(2)

$

22,728,273.83

February
2046

I-34-A

(2)

$

110,564.10

February
2046

I-34-B

(2)

$

110,564.10

February
2046

I-35-A

(2)

$

108,448.17

February
2046

I-35-B

(2)

$

108,448.17

February
2046

I-36-A

(2)

$

106,372.17

February
2046

I-36-B

(2)

$

106,372.17

February
2046

I-37-A

(2)

$

104,335.54

February
2046

I-37-B

(2)

$

104,335.54

February
2046

I-38-A

(2)

$

102,337.32

February
2046

I-38-B

(2)

$

102,337.32

February
2046

I-39-A

(2)

$

100,377.34

February
2046

I-39-B

(2)

$

100,377.34

February
2046

I-40-A

(2)

$

98,454.08

February
2046

I-40-B

(2)

$

98,454.08

February
2046

I-41-A

(2)

$

96,567.73

February
2046

I-41-B

(2)

$

96,567.73

February
2046

I-42-A

(2)

$

94,716.60

February
2046

I-42-B

(2)

$

94,716.60

February
2046

I-43-A

(2)

$

92,901.07

February
2046

I-43-B

(2)

$

92,901.07

February
2046

I-44-A

(2)

$

91,119.81

February
2046

I-44-B

(2)

$

91,119.81

February
2046

I-45-A

(2)

$

89,372.08

February
2046

I-45-B

(2)

$

89,372.08

February
2046

I-46-A

(2)

$

87,657.87

February
2046

I-46-B

(2)

$

87,657.87

February
2046

I-47-A

(2)

$

85,975.86

February
2046

I-47-B

(2)

$

85,975.86

February
2046

I-48-A

(2)

$

84,325.87

February
2046

I-48-B

(2)

$

84,325.87

February
2046

I-49-A

(2)

$

82,707.34

February
2046

I-49-B

(2)

$

82,707.34

February
2046

I-50-A

(2)

$

81,119.31

February
2046

I-50-B

(2)

$

81,119.31

February
2046

I-51-A

(2)

$

79,600.03

February
2046

I-51-B

(2)

$

79,600.03

February
2046

I-52-A

(2)

$

78,088.27

February
2046

I-52-B

(2)

$

78,088.27

February
2046

I-53-A

(2)

$

76,629.44

February
2046

I-53-B

(2)

$

76,629.44

February
2046

I-54-A

(2)

$

75,155.92

February
2046

I-54-B

(2)

$

75,155.92

February
2046

I-55-A

(2)

$

73,710.09

February
2046

I-55-B

(2)

$

73,710.09

February
2046

I-56-A

(2)

$

72,291.94

February
2046

I-56-B

(2)

$

72,291.94

February
2046

I-57-A

(2)

$

70,900.53

February
2046

I-57-B

(2)

$

70,900.53

February
2046

I-58-A

(2)

$

69,535.49

February
2046

I-58-B

(2)

$

69,535.49

February
2046

I-59-A

(2)

$

68,196.82

February
2046

I-59-B

(2)

$

68,196.82

February
2046

I-60-A

(2)

$

3,395,011.74

February
2046

I-60-B

(2)

$

3,395,011.74

February
2046

II

(2)

$

83,327,200.00

February
2046

II-1-A

(2)

$

2,437,252.35

February
2046

II-1-B

(2)

$

2,437,252.35

February
2046

II-2-A

(2)

$

2,597,725.77

February
2046

II-2-B

(2)

$

2,597,725.77

February
2046

II-3-A

(2)

$

2,752,348.59

February
2046

II-3-B

(2)

$

2,752,348.59

February
2046

II-4-A

(2)

$

2,901,718.58

February
2046

II-4-B

(2)

$

2,901,718.58

February
2046

II-5-A

(2)

$

3,042,680.12

February
2046

II-5-B

(2)

$

3,042,680.12

February
2046

II-6-A

(2)

$

3,180,110.16

February
2046

II-6-B

(2)

$

3,180,110.16

February
2046

II-7-A

(2)

$

3,226,872.94

February
2046

II-7-B

(2)

$

3,226,872.94

February
2046

II-8-A

(2)

$

3,342,412.76

February
2046

II-8-B

(2)

$

3,342,412.76

February
2046

II-9-A

(2)

$

3,431,811.85

February
2046

II-9-B

(2)

$

3,431,811.85

February
2046

II-10-A

(2)

$

3,526,298.89

February
2046

II-10-B

(2)

$

3,526,298.89

February
2046

II-11-A

(2)

$

3,627,459.04

February
2046

II-11-B

(2)

$

3,627,459.04

February
2046

II-12-A

(2)

$

3,703,864.12

February
2046

II-12-B

(2)

$

3,703,864.12

February
2046

II-13-A

(2)

$

3,441,932.91

February
2046

II-13-B

(2)

$

3,441,932.91

February
2046

II-14-A

(2)

$

3,317,627.78

February
2046

II-14-B

(2)

$

3,317,627.78

February
2046

II-15-A

(2)

$

3,197,410.77

February
2046

II-15-B

(2)

$

3,197,410.77

February
2046

II-16-A

(2)

$

3,081,836.98

February
2046

II-16-B

(2)

$

3,081,836.98

February
2046

II-17-A

(2)

$

2,969,389.83

February
2046

II-17-B

(2)

$

2,969,389.83

February
2046

II-18-A

(2)

$

5,393,003.33

February
2046

II-18-B

(2)

$

5,393,003.33

February
2046

II-19-A

(2)

$

5,058,113.76

February
2046

II-19-B

(2)

$

5,058,113.76

February
2046

II-20-A

(2)

$

4,743,581.32

February
2046

II-20-B

(2)

$

4,743,581.32

February
2046

II-21-A

(2)

$

4,448,146.56

February
2046

II-21-B

(2)

$

4,448,146.56

February
2046

II-22-A

(2)

$

4,170,906.28

February
2046

II-22-B

(2)

$

4,170,906.28

February
2046

II-23-A

(2)

$

3,910,193.38

February
2046

II-23-B

(2)

$

3,910,193.38

February
2046

II-24-A

(2)

$

2,235,131.84

February
2046

II-24-B

(2)

$

2,235,131.84

February
2046

II-25-A

(2)

$

2,045,925.24

February
2046

II-25-B

(2)

$

2,045,925.24

February
2046

II-26-A

(2)

$

1,963,004.14

February
2046

II-26-B

(2)

$

1,963,004.14

February
2046

II-27-A

(2)

$

1,882,866.54

February
2046

II-27-B

(2)

$

1,882,866.54

February
2046

II-28-A

(2)

$

1,805,544.22

February
2046

II-28-B

(2)

$

1,805,544.22

February
2046

II-29-A

(2)

$

1,774,693.27

February
2046

II-29-B

(2)

$

1,774,693.27

February
2046

II-30-A

(2)

$

1,782,264.59

February
2046

II-30-B

(2)

$

1,782,264.59

February
2046

II-31-A

(2)

$

1,704,453.89

February
2046

II-31-B

(2)

$

1,704,453.89

February
2046

II-32-A

(2)

$

1,633,733.60

February
2046

II-32-B

(2)

$

1,633,733.60

February
2046

II-33-A

(2)

$

37,612,276.17

February
2046

II-33-B

(2)

$

37,612,276.17

February
2046

II-34-A

(2)

$

182,968.90

February
2046

II-34-B

(2)

$

182,968.90

February
2046

II-35-A

(2)

$

179,467.33

February
2046

II-35-B

(2)

$

179,467.33

February
2046

II-36-A

(2)

$

176,031.83

February
2046

II-36-B

(2)

$

176,031.83

February
2046

II-37-A

(2)

$

172,661.46

February
2046

II-37-B

(2)

$

172,661.46

February
2046

II-38-A

(2)

$

169,354.68

February
2046

II-38-B

(2)

$

169,354.68

February
2046

II-39-A

(2)

$

166,111.17

February
2046

II-39-B

(2)

$

166,111.17

February
2046

II-40-A

(2)

$

162,928.43

February
2046

II-40-B

(2)

$

162,928.43

February
2046

II-41-A

(2)

$

159,806.77

February
2046

II-41-B

(2)

$

159,806.77

February
2046

II-42-A

(2)

$

156,743.40

February
2046

II-42-B

(2)

$

156,743.40

February
2046

II-43-A

(2)

$

153,738.93

February
2046

II-43-B

(2)

$

153,738.93

February
2046

II-44-A

(2)

$

150,791.19

February
2046

II-44-B

(2)

$

150,791.19

February
2046

II-45-A

(2)

$

147,898.92

February
2046

II-45-B

(2)

$

147,898.92

February
2046

II-46-A

(2)

$

145,062.13

February
2046

II-46-B

(2)

$

145,062.13

February
2046

II-47-A

(2)

$

142,278.64

February
2046

II-47-B

(2)

$

142,278.64

February
2046

II-48-A

(2)

$

139,548.13

February
2046

II-48-B

(2)

$

139,548.13

February
2046

II-49-A

(2)

$

136,869.66

February
2046

II-49-B

(2)

$

136,869.66

February
2046

II-50-A

(2)

$

134,241.69

February
2046

II-50-B

(2)

$

134,241.69

February
2046

II-51-A

(2)

$

131,727.48

February
2046

II-51-B

(2)

$

131,727.48

February
2046

II-52-A

(2)

$

129,225.73

February
2046

II-52-B

(2)

$

129,225.73

February
2046

II-53-A

(2)

$

126,811.56

February
2046

II-53-B

(2)

$

126,811.56

February
2046

II-54-A

(2)

$

124,373.08

February
2046

II-54-B

(2)

$

124,373.08

February
2046

II-55-A

(2)

$

121,980.41

February
2046

II-55-B

(2)

$

121,980.41

February
2046

II-56-A

(2)

$

119,633.56

February
2046

II-56-B

(2)

$

119,633.56

February
2046

II-57-A

(2)

$

117,330.97

February
2046

II-57-B

(2)

$

117,330.97

February
2046

II-58-A

(2)

$

115,072.01

February
2046

II-58-B

(2)

$

115,072.01

February
2046

II-59-A

(2)

$

112,856.68

February
2046

II-59-B

(2)

$

112,856.68

February
2046

II-60-A

(2)

$

5,618,293.76

February
2046

II-60-B

(2)

$

5,618,293.76

February
2046

I-LT-P

(2)

$

100.00

February
2046

I-LT-AR

(2)

$

100.00

February
2046

________________

(1)For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC 1 Regular Interest.

(1)Calculated
in accordance with the definition of “REMIC 1 Remittance Rate”
herein.

REMIC
2

As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC 2.
The
R-2-R Interest will represent the sole class of “residual interests” in REMIC 2
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, REMIC 2 Remittance Rate, initial
Uncertificated Principal Balance or each of the “regular interests” in REMIC 2
(the “REMIC 2 Regular Interests”). None of the REMIC 2 Regular Interests will be
certificated.

Designation

REMIC
2

Remittance
Rate

Uncertificated
Principal Balance

Latest
Possible

Maturity
Date(1)

LT-AA

(2)

$
294,000,000.00

February
2037

LT-1A

(2)

$
865,015.00

February
2037

LT-2A1

(2)

$
1,041,760.00

February
2037

LT-2A2

(2)

$
281,060.00

February
2037

LT-2A3

(2)

$
108,665.00

February
2037

LT-M1

(2)

$
121,500.00

February
2037

LT-M2

(2)

$
112,500.00

February
2037

LT-M3

(2)

$
67,500.00

February
2037

LT-M4

(2)

$
61,500.00

February
2037

LT-M5

(2)

$
58,500.00

February
2037

LT-M6

(2)

$
54,000.00

February
2037

LT-M7

(2)

$
48,000.00

February
2037

LT-M8

(2)

$
42,000.00

February
2037

LT-M9

(2)

$
34,500.00

February
2037

LT-B

(2)

$
36,000.00

February
2037

LT-ZZ

(2)

$
3,067,500.00

February
2037

II-LT-P

(2)

$
100.00

February
2037

II-LT-AR

(2)

$
100.00

February
2037

LT-1SUB

(2)

$
5,298.11

February
2037

LT-1GRP

(2)

$
22,598.43

February
2037

LT-2SUB

(2)

$
8,767.66

February
2037

LT-2GRP

(2)

$
37,397.36

February
2037

LT-XX

(2)

$
299,925,938.45

February
2037

II-IO

(2)

(3)

February
2037

________________________

(1)

For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC 2 Regular
Interest.

(2)

Calculated
as provided in the definition of “REMIC 2 Remittance Rate”
herein.

(3)

REMIC
2 Regular Interest II-IO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount.

REMIC
3

As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC 3.
The
R-3-R Interest will represent the sole class of “residual interests” in REMIC 3
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Pass-Through Rate, aggregate
Initial Certificate Principal Balance and Final Scheduled Distribution Date
for
each Class of Certificates comprising the interests representing “regular
interests” in REMIC 3.

Designation

Pass-Through
Rate

Aggregate
Initial Certificate Principal Balance

Latest
Possible

Maturity
Date(1)

Class
1-A

(2)

$
173,003,000.00

February
2037

Class
2-A-1

(2)

$
208,352,000.00

February
2037

Class
2-A-2

(2)

$
56,212,000.00

February
2037

Class
2-A-3

(2)

$
21,733,000.00

February
2037

Class
M-1

(2)

$
24,300,000.00

February
2037

Class
M-2

(2)

$
22,500,000.00

February
2037

Class
M-3

(2)

$
13,500,000.00

February
2037

Class
M-4

(2)

$
12,300,000.00

February
2037

Class
M-5

(2)

$
11,700,000.00

February
2037

Class
M-6

(2)

$
10,800,000.00

February
2037

Class
M-7

(2)

$
9,600,000.00

February
2037

Class
M-8

(2)

$
8,400,000.00

February
2037

Class
M-9

(2)

$
6,900,000.00

February
2037

Class
B

(2)

$
7,200,000.00

February
2037

Class
C

(3)

$
13,500,000.00

February
2037

Class
P

(4)

$
100.00

February
2037

Class
A-R

(5)

$
100.00

February
2037

Class
Swap-IO Interest

(6)

(6)

February
2037

_______________

(1)

For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC 3 Regular
Certificate.

(2) Interest
will accrue at a rate equal to the Pass-Through Rate, as defined
herein.

(3)

The
Class C Certificates will accrue interest at its variable Pass-Through
Rate on the Class C Notional Amount outstanding from time to time
which
shall equal the Uncertificated Principal Balance of the REMIC 2
Regular Interests (other than REMIC I Regular Interest LT-P). The
Class C Certificates will not accrue interest on their Certificate
Principal Balance initially equal to $13,5
00,000.00.

(4)

The
Class P Certificates will be not entitled to distributions of interest,
but will be entitled to all Prepayment Charges distributed with respect
REMIC 2 Regular Interest LT-P.

(5)

The
Class A-R Certificates represent the sole class of residual interests
in
each REMIC created hereunder. The Class A-R Certificates will not
be
entitled to distributions of
interest.

(6)

The
Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of amounts distributed
on
REMIC 2 Regular Interest II-IO.

The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage
Loans to flow through to REMIC 3 as cash flow on REMIC regular interests,
without creating any shortfall— actual or potential (other than for credit
losses)— to any REMIC regular interest. It is not intended that the Class A-R
Certificates be entitled to any cash flows pursuant to this Agreement except
as
provided in Section 3.08(a) hereunder.

ARTICLE
I.

DEFINITIONS

Section
1.01

Defined
Terms.

Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:

40-Year
Mortgage Loan:
A
Mortgage Loan with an original term to maturity of 40 years.

40-Year
Target Schedule:
Schedule III hereto.

Account:
The
Escrow Account, the Certificate Account, the Distribution Account or any other
account related to the Trust Fund or the Mortgage Loans.

Accrual
Period:
With
respect to any Distribution Date and each Class of Interest-Bearing
Certificates, the period commencing on the immediately preceding Distribution
Date (or, in the case of the first Distribution Date, the Closing Date) and
ending on the day immediately preceding such Distribution Date. With respect
to
any Distribution Date and the Class C Certificates, the calendar month preceding
the month in which such Distribution Date occurs. All calculations of interest
on the Interest-Bearing Certificates will be made on the basis of the actual
number of days elapsed in the related Accrual Period and on a 360-day year.
All
calculations of interest on the Class C Certificates will be made on the basis
of a 360-day year consisting of twelve 30-day months.

Auction
Administration Agreement:
The
auction administration agreement dated as of the Closing Date among the Auction
Administrator, CHL and the Master Servicer, a form of which is attached hereto
as Exhibit AB.

Auction
Administrator:
The
Bank of New York, in its capacity as auction administrator under the Auction
Administration Agreement.

Adjustable
Rate Mortgage Loans:
The
Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate which is adjustable in accordance with the terms of the related Mortgage
Note.

Adjusted
Net Mortgage Rate:
As to
each Mortgage Loan, the Mortgage Rate less the related Expense Fee
Rate.

Adjusted
Replacement Upfront Amount:
As
defined in Section 3.21.

Adjustment
Date:
As to
each Adjustable Rate Mortgage Loan, each date on which the related Mortgage
Rate
is subject to adjustment, as provided in the related Mortgage Note.

Advance:
The
aggregate of the advances required to be made by the Master Servicer with
respect to any Distribution Date pursuant to Section 4.01, the amount of any
such advances being equal to the aggregate of payments of principal of, and
interest on the Stated Principal Balance of, the Mortgage Loans (net of the
Servicing Fees) that were due on the related Due Date and not received by the
Master Servicer as of the close of business on the related Determination Date
including an amount equivalent to interest on the Stated Principal Balance
of
each Mortgage Loan as to which the related Mortgaged Property is an REO Property
or as to which the related Mortgaged Property has been liquidated but such
Mortgage Loan has not yet become a Liquidated Mortgage Loan; provided, however,
that the net monthly rental income (if any) from such REO Property deposited
in
the Certificate Account for such Distribution Date pursuant to Section 3.12
may
be used to offset such Advance for the related REO Property; provided, further,
that for the avoidance of doubt, no Advances shall be required to be made in
respect of any Liquidated Mortgage Loan.

Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Certificate Account
at
the close of business on the immediately preceding Determination Date on account
of (i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Date, (ii) Principal Prepayments
received in respect of such Mortgage Loans after the last day of the related
Prepayment Period and (iii) Liquidation Proceeds and Subsequent Recoveries
received in respect of such Mortgage Loans after the last day of the related
Due
Period.

Applied
Realized Loss Amount:
With
respect to any Distribution Date and any Loan Group or Loan Groups, the amount,
if any, by which, the aggregate Certificate Principal Balance of the Class(es)
of Certificates listed opposite such Loan Group(s) in the following table (after
all distributions of principal on such Distribution Date) exceeds the sum of
(x)
the aggregate Stated Principal Balance of the Mortgage Loans in such Loan
Group(s) for such Distribution Date and (y) the amount on deposit in the
Pre-Funding Account in respect of such Loan Group(s); provided, however, that
an
Applied Realized Loss Amount will not exist for a single Loan Group with respect
to its corresponding Class A Certificates unless the Certificate Principal
Balances of the Subordinate Certificates have been reduced to zero.

Loan
Group(s)

Class(es)
of Certificates

1
and 2

Subordinate

1

1-A

2

2-A

Appraised
Value:
The
appraised value of the Mortgaged Property based upon the appraisal made for
the
originator of the related Mortgage Loan by an independent fee appraiser at
the
time of the origination of the related Mortgage Loan, or the sales price of
the
Mortgaged Property at the time of such origination, whichever is less, or with
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing.

Bankruptcy
Code:
Title
11 of the United States Code.

Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 5.06).
As of the Closing Date, each Class of Offered Certificates (other than the
Class
A-R Certificates) constitutes a Class of Book-Entry Certificates.

Business
Day:
Any day
other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in the State of New York or California or the city in which the
Corporate Trust Office of the Trustee is located are authorized or obligated
by
law or executive order to be closed.

Carryover
Reserve Fund:
The
separate Eligible Account created and initially maintained by the Trustee
pursuant to Section 4.07 in the name of the Trustee for the benefit of the
Certificateholders and designated “The Bank of New York in trust for registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC3”. Funds in
the Carryover Reserve Fund shall be held in trust for the Certificateholders
for
the uses and purposes set forth in this Agreement.

Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through A-14, Exhibit
B,
Exhibit C, Exhibit D and Exhibit E.

Certificate
Account:
The
separate Eligible Account created and initially maintained by the Master
Servicer pursuant to Section 3.05(b) at Countrywide Bank, N.A., which is an
affiliate of the Master Servicer in the name of the Master Servicer for the
benefit of the Trustee on behalf of the Certificateholders and designated
“Countrywide Home Loans Servicing LP in trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series 2006-BC3”. Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.

Certificate
Owner:
With
respect to a Book-Entry Certificate, the person that is the beneficial owner
of
such Book-Entry Certificate.

Certificate
Principal Balance:
As to
any Certificate (other than the Class C Certificates) and as of any Distribution
Date, the Initial Certificate Principal Balance of such Certificate (A) less
the
sum of (i) all amounts distributed with respect to such Certificate in reduction
of the Certificate Principal Balance thereof on previous Distribution Dates
pursuant to Section 4.04(b) and (ii) any Applied Realized Loss Amounts allocated
to such Certificate on previous Distribution Dates pursuant to Section 4.04(g),
and (B) increased by any Subsequent Recoveries allocated to such Certificate
pursuant to Section 4.04(h) on such Distribution Date. References herein to
the
Certificate Principal Balance of a Class of Certificates shall mean the
Certificate Principal Balances of all Certificates in such Class. As to any
Class C Certificate and as of any Distribution Date, an amount equal to the
excess, if any, of (i) the aggregate Stated
Principal Balance of
the
Mortgage Loans over (ii) the aggregate Certificate Principal Balance of the
Senior Certificates and Subordinate Certificates. With respect to any
Certificate (other than the Class C Certificates) of a Class and any
Distribution Date, the portion of the Certificate Principal Balance of such
Class represented by such Certificate equal to the product of the Percentage
Interest evidenced by such Certificate and the Certificate Principal Balance
of
such Class.

Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Class of Book-Entry Certificates), except that solely for the purpose of giving
any consent pursuant to this Agreement, any Certificate registered in the name
of the Depositor or any affiliate of the Depositor shall be deemed not to be
Outstanding and the Voting Interest evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting Interests
necessary to effect such consent has been obtained; provided that if any such
Person (including the Depositor) owns 100% of the Voting Interests evidenced
by
a Class of Certificates, such Certificates shall be deemed to be Outstanding
for
purposes of any provision hereof (other than the second sentence of Section
10.01 hereof) that requires the consent of the Holders of Certificates of a
particular Class as a condition to the taking of any action hereunder. The
Trustee is entitled to rely conclusively on a certification of the Depositor
or
any affiliate of the Depositor in determining which Certificates are registered
in the name of an affiliate of the Depositor.

Certification
Party:
As
defined in Section 11.05.

Certifying
Person:
As
defined in Section 11.05.

CHL:
Countrywide Home Loans, Inc., a New York corporation, and its successors and
assigns.

CHL
Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which CHL
is
the applicable Seller.

Class:
All
Certificates bearing the same Class designation as set forth in Section 5.01
hereof.

Class
1-A Certificate:
Any
Certificate designated as a “Class 1-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to distributions as set
forth
herein.

Class
1-A Net Rate Cap:
For any
Distribution Date, the weighted average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 1 as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the Prepayment
Period that ends during such Due Period), adjusted to an effective rate
reflecting the calculation of interest on the basis of the actual number of
days
elapsed during the related Accrual Period and a 360-day year, minus a fraction,
expressed as a percentage, the numerator of which is (a) the product of (x)
the
sum of (1) the Net Swap Payment payable to the Swap Counterparty with respect
to
such Distribution Date times a fraction, the numerator of which is equal to
360
and the denominator of which is equal to the actual number of days in the
related Accrual Period and (2) any Swap Termination Payment payable to the
Swap
Counterparty for such Distribution Date (other than a Swap Termination Payment
due to a Swap Counterparty Trigger Event) and (y) a fraction, the numerator
of
which is the Interest Funds for Loan Group 1 for such Distribution Date, and
the
denominator of which is the Interest Funds for Loan Group 1 and Loan Group
2 for
such Distribution Date, and the denominator of which is (b) the sum of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 as
of
the first day of the related Due Period (after giving effect to Principal
Prepayments received during the Prepayment Period that ends during such Due
Period) plus any amounts on deposit in the Pre-Funding Account in respect of
Loan Group 1 as of the first day of that Due Period.

Class
1-A Principal Distribution Amount:
With
respect to any Distribution Date, the product of (x) the Class A Principal
Distribution Target Amount and (y) a fraction, the numerator of which is the
Class 1-A Principal Distribution Target Amount and the denominator of which
is
the sum of the Class 1-A Principal Distribution Target Amount and the Class
2-A
Principal Distribution Target Amount.

Class
1-A Principal Distribution Target Amount:
With
respect to any Distribution Date, the excess of: (1) the Certificate Principal
Balance of the Class 1-A Certificates immediately prior to the Distribution
Date, over (2) the lesser of (i) 53.10% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for the Distribution Date and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
1 for
the Distribution Date minus 0.50% of the sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans in Loan Group 1 as of the
Initial Cut-off Date and the Group 1 Pre-Funded Amount.

Class
2-A-1 Certificate:
Any
Certificate designated as a “Class 2-A-1 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to distributions as
set
forth herein.

Class
2-A-2 Certificate:
Any
Certificate designated as a “Class 2-A-2 Certificate” on the face thereof, in
the form of Exhibit A-3 hereto, representing the right to distributions as
set
forth herein.

Class
2-A-3 Certificate:
Any
Certificate designated as a “Class 2-A-3 Certificate” on the face thereof, in
the form of Exhibit A-4 hereto, representing the right to distributions as
set
forth herein.

Class
2-A Net Rate Cap:
For any
Distribution Date, the weighted average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 2 as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the Prepayment
Period that ends during such Due Period), adjusted to an effective rate
reflecting the calculation of interest on the basis of the actual number of
days
elapsed during the related Accrual Period and a 360-day year, minus a fraction,
expressed as a percentage, the numerator of which is (a) the product of (x)
the
sum of (1) the Net Swap Payment payable to the Swap Counterparty with respect
to
such Distribution Date times a fraction, the numerator of which is equal to
360
and the denominator of which is equal to the actual number of days in the
related Accrual Period and (2) any Swap Termination Payment payable to the
Swap
Counterparty for such Distribution Date (other than a Swap Termination Payment
due to a Swap Counterparty Trigger Event) and (y) a fraction, the numerator
of
which is the Interest Funds for Loan Group 2 for such Distribution Date, and
the
denominator of which is the Interest Funds for Loan Group 1 and Loan Group
2 for
such Distribution Date, and the denominator of which is (b) the sum of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 as
of
the first day of the related Due Period (after giving effect to Principal
Prepayments received during the Prepayment Period that that ends during such
Due
Period) plus any amounts on deposit in the Pre-Funding Account in respect of
Loan Group 2 as of the first day of that Due Period.

Class
2-A Principal Distribution Amount:
For any
Distribution Date means the product of (x) the Class A Principal Distribution
Target Amount and (y) a fraction, the numerator of which is the Class 2-A
Principal Distribution Target Amount and the denominator of which is the sum
of
the Class 1-A Principal Distribution Target Amount and the Class 2-A Principal
Distribution Target Amount.

Class
2-A Principal Distribution Target Amount:
For any
Distribution Date means the excess of: (1) the aggregate Certificate Principal
Balance of the Class 2-A Certificates immediately prior to the Distribution
Date, over (2) the lesser of (i) 53.10% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 for the Distribution Date and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
2 for
the Distribution Date minus 0.50% of the sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans in Loan Group 2 as of the
Initial Cut-off Date and the Group 2 Pre-Funded Amount.

Class
A Principal Distribution Target Amount:
With
respect to any Distribution Date, the excess of: (1) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to the
Distribution Date, over (2) the lesser of (i) 53.10% of the aggregate Stated
Principal Balance of the Mortgage Loans for the Distribution Date and (ii)
the
aggregate Stated Principal Balance of the Mortgage Loans for the Distribution
Date minus the OC Floor.

Class
A Principal Distribution Allocation Amount:
With
respect to any Distribution Date, (a) in the case of the Class 1-A Certificates,
the Class 1-A Principal Distribution Amount and (b) in the case of the Class
2-A
Certificates, the Class 2-A Principal Distribution Amount.

Class
A-R Certificate:
Any
Certificate designated as a “Class A-R Certificate” on the face thereof, in the
form of Exhibit D hereto or, in the case of the Tax Matters Person Certificate,
Exhibit E hereto, in either case representing the right to distributions as
set
forth herein. The Class A-R Certificates represent ownership of the R-1-R
Interest, the R-2-R Interest and the R-3-R Interest.

Class
A Certificate:
Any
Class 1-A or Class 2-A Certificate.

Class
B Certificate:
Any
Certificate designated as a “Class B Certificate” on the face thereof, in the
form of Exhibit A-14 hereto, representing the right to distributions as set
forth herein.

Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit C hereto, representing the right to distributions as set forth
herein.

Class
C Current Interest:
For any
Distribution Date, the interest accrued on the Class C Notional Amount during
the related Accrual Period at the related Pass-Through Rate.

Class
IO Distribution Amount:
As
defined in Section 4.9 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Contract Administrator on such Distribution Date in excess of the
amount payable on the Class SWAP-IO Interest on such Distribution Date, all
as
further provided in Section 4.9 hereof.

Closing
Date Deposit Amount:
$42,409.02 remitted to the Trustee for deposit into the Distribution Account
on
the Closing Date. $99.75 of the Closing Date Deposit Amount shall be
attributable to interest in respect of the Group 1 Mortgage Loans and $15,741.28
of the Closing Date Deposit Amount shall be attributable to principal in respect
of the Group 1 Mortgage Loans. $165.93 of the Closing Date Deposit amount shall
be attributable to interest in respect of the Group 2 Mortgage Loans and
$26,402.06 of the Closing Date Deposit Amount shall be attributable to principal
in respect of the Group 2 Mortgage Loans.

Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.

Collateral
Schedule:
Schedule II hereto.

Commission:
The
U.S. Securities and Exchange Commission.

Compensating
Interest:
With
respect to each Loan Group and any Distribution Date, an amount equal to, in
that Loan Group, the lesser of (x) one-half of the Servicing Fee for the related
Due Period and (y) the aggregate Prepayment Interest Shortfalls for the Mortgage
Loans in that Loan Group for such Distribution Date.

Confirmation:
The
confirmation, reference numbers FXCWL06BC3, with a date of August 7, 2006,
evidencing a transaction between the Swap Counterparty and CHL relating to
the
Swap Contract.

Corporate
Trust Office:
The
designated office of the Trustee in the State of New York where at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is located at 101 Barclay Street, New York, New York 10286 (Attention:
Corporate Trust MBS Administration), telephone: (212) 815-3236, facsimile:
(212)
815-3986.

Corresponding
Certificate:
With
respect to each REMIC 2 Regular Interest, as follows:

REMIC
2 Regular Interest

Class

REMIC
2 Regular Interest LT-1A

1A

REMIC
2 Regular Interest LT-2A1

2-A-1

REMIC
2 Regular Interest LT-2A2

2-A-2

REMIC
2 Regular Interest LT-2A3

2-A-3

REMIC
2 Regular Interest LT-M1

M-1

REMIC
2 Regular Interest LT-M2

M-2

REMIC
2 Regular Interest LT-M3

M-3

REMIC
2 Regular Interest LT-M4

M-4

REMIC
2 Regular Interest LT-M5

M-5

REMIC
2 Regular Interest LT-M6

M-6

REMIC
2 Regular Interest LT-M7

M-7

REMIC
2 Regular Interest LT-M8

M-8

REMIC
2 Regular Interest LT-M9

M-9

REMIC
2 Regular Interest LT-B

B

REMIC
2 Regular Interest LT-AR

A-R

REMIC
2 Regular Interest II-LTP

P

Credit
Bureau Risk Score:
A
statistical credit score obtained by CHL in connection with the origination
of a
Mortgage Loan.

Cumulative
Loss Trigger Event:
With
respect to a Distribution Date on or after the Stepdown Date, a Cumulative
Loss
Trigger Event will be in effect if (x) the aggregate amount of Realized Losses
on the Mortgage Loans from the Cut-off Date for each such Mortgage Loan to
(and
including) the last day of the related Due Period (reduced by the aggregate
amount of any Subsequent Recoveries received through the last day of that Due
Period) exceeds (y) the applicable percentage, for such Distribution Date,
of
the sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans and the Pre-Funded Amount, as set forth below:

Distribution
Date

Percentage

September
2008 — August 2009

1.85%
with respect to
September 2008,
plus an additional 1/12th of 2.25% for each month thereafter
through
August 2009

September
2009 — August 2010

4.10%
with respect to September
2009,
plus an additional 1/12th of 2.30% for each month thereafter through
August
2010

September
2010 — August 2011

6.40%
with respect to September
2010,
plus an additional 1/12th of 1.85% for each month thereafter through
August
2011

September
2011 — August 2012

8.25%
with respect to September
2011,
plus an additional 1/12th of 0.95% for each month thereafter through
August
2012

September
2012 and thereafter

9.20%

Current
Interest:
With
respect to each Class of Interest-Bearing Certificates and each Distribution
Date, the interest accrued at the applicable Pass-Through Rate for the
applicable Accrual Period on the Certificate Principal Balance of such Class
immediately prior to such Distribution Date.

Cut-off
Date:
When
used with respect to any Mortgage Loan the “Cut-off Date” shall mean the Initial
Cut-off Date or the related Subsequent Cut-off Date, as the case may
be.

Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all payments of principal
due
on or prior to the Cut-off Date, whether or not received, and all Principal
Prepayments received on or prior to the Cut-off Date, but without giving effect
to any installments of principal received in respect of Due Dates after the
Cut-off Date.

Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.

Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.

Definitive
Certificates:
As
defined in Section 5.06.

Delay
Delivery Mortgage Loans:
(i) The
Initial Mortgage Loans identified on the schedule of Mortgage Loans hereto
set
forth on Exhibit F-2 hereof for which all or a portion of a related Mortgage
File is not delivered to the Trustee on or prior to the Closing Date, and (ii)
the Subsequent Mortgage Loans identified on the schedule of Subsequent Mortgage
Loans set forth in Annex A to each related Subsequent Transfer Agreement for
which all or a portion of the related Mortgage File is not delivered to the
Trustee on or prior to the related Subsequent Transfer Date. The Depositor
shall
deliver (or cause delivery of) the Mortgage Files to the Trustee: (A) with
respect to at least 50% of the Initial Mortgage Loans in each Loan Group, not
later than the Closing Date and with respect to at least 10% of the Subsequent
Mortgage Loans in each Loan Group conveyed on a Subsequent Transfer Date, not
later than such Subsequent Transfer Date, (B) with respect to at least an
additional 40% of the Initial Mortgage Loans in each Loan Group, not later
than
20 days after the Closing Date, and not later than 20 days after the relevant
Subsequent Transfer Date with respect to the remaining Subsequent Mortgage
Loans
conveyed on such Subsequent Transfer Date, and (C) with respect to the remaining
Initial Mortgage Loans, not later than thirty days after the Closing Date.
To
the extent that Countrywide Home Loans, Inc. shall be in possession of any
Mortgage Files with respect to any Delay Delivery Mortgage Loan, until delivery
of such Mortgage File to the Trustee as provided in Section 2.01, Countrywide
Home Loans, Inc. shall hold such files as agent and in trust for the
Trustee.

Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.

Delinquency
Trigger Event:
With
respect to any Distribution Date on or after the Stepdown Date, a Delinquency
Trigger Event will be in effect if the Rolling Sixty-Day Delinquency Rate for
Outstanding Mortgage Loans equals or exceeds the product of (x) the Senior
Enhancement Percentage for the Distribution Date and (y) the applicable
percentage listed below for the most senior Class of Interest-Bearing
Certificates:

Class

Percentage

A

34.11%

Class
M-1

41.23%

Class
M-2

51.11%

Class
M-3

59.70%

Class
M-4

70.48%

Class
M-5

85.10%

Class
M-6

105.26%

Class
M-7

133.33%

Class
M-8

173.91%

Class
M-9

231.88%

Class
B

355.55%

Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Certificate Balance of this Certificate” or, if not the foregoing, the
Percentage Interest appearing on the face thereof, as applicable.

Depositor:
CWABS,
Inc., a Delaware corporation, or its successor in interest.

Depository:
The
initial Depository shall be The Depository Trust Company, the nominee of which
is Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State
of
New York.

Depository
Agreement:
With
respect to the Book-Entry Certificates, the agreement among the Depositor and
the initial Depository, dated as of the Closing Date, substantially in the
form
of Exhibit O.

Depository
Participant:
A
broker, dealer, bank or other financial institution or other person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.

Determination
Date:
With
respect to any Distribution Date, the 15th
day of
the month of such Distribution Date or, if such 15th
day is
not a Business Day, the immediately preceding Business Day.

Distribution
Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 3.05(c) in the name of the Trustee for the benefit of the
Certificateholders and designated “The Bank of New York, in trust for registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC3”. Funds in
the Distribution Account shall be held in trust for the Certificateholders
for
the uses and purposes set forth in this Agreement.

Distribution
Account Deposit Date:
As to
any Distribution Date, 1:00 p.m. Pacific time on the Business Day immediately
preceding such Distribution Date.

Distribution
Date:
The
25th day of each month, or if such day is not a Business Day, on the first
Business Day thereafter, commencing in September 2006.

Due
Date:
With
respect to any Mortgage Loan and Due Period, the due date for Scheduled Payments
of interest and/or principal on that Mortgage Loan occurring in such Due Period
as provided in the related Mortgage Note.

Due
Period:
With
respect to any Distribution Date, the period beginning on the second day of
the
calendar month preceding the calendar month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.

Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, if Moody’s is
not a Rating Agency) are rated by each Rating Agency in one of its two highest
long-term and its highest short-term rating categories respectively, at the
time
any amounts are held on deposit therein, or (ii) an account or accounts in
a
depository institution or trust company in which such accounts are insured
by
the FDIC (to the limits established by the FDIC) and the uninsured deposits
in
which accounts are otherwise secured such that, as evidenced by an Opinion
of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or
a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account
or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company having capital and surplus
of
not less than $50,000,000, acting in its fiduciary capacity or (iv) any other
account acceptable to the Rating Agencies without reduction or withdrawal of
their then-current ratings of the Certificates as evidenced by a letter from
each Rating Agency to the Trustee. Eligible Accounts may bear interest, and
may
include, if otherwise qualified under this definition, accounts maintained
with
the Trustee.

Eligible
Repurchase Month:
As
defined in Section 3.12(d) hereof.

EPD
Protected Mortgage Loan:
A
Mortgage Loan that (i) was originated not more than one year prior to the
Closing Date, the related Supplement Transfer Date or the date of substitution,
as applicable, and (ii) was purchased by a Seller or one of its affiliates
from
an unaffiliated seller pursuant to a purchase agreement that obligated such
unaffiliated seller to repurchase such Mortgage Loan if one or more Scheduled
Payments becomes 30 or more days delinquent.

ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets the
applicable requirements of the Underwriter’s Exemption.

Excess
Cashflow:
With
respect to any Distribution Date the sum of (i) the amount remaining after
the
distribution of interest to Certificateholders for such Distribution Date
pursuant to Section 4.04(a)(iv)(b), (ii) the amount remaining after the
distribution of principal to Certificateholders for such Distribution Date,
pursuant to Section 4.04(b)(1)(B)(ii) or 4.04(b)(2)(B)(ii) and (iii) the
Overcollateralization Reduction Amount for such Distribution Date.

Excess
Overcollateralization Amount:
With
respect to any Distribution Date, the excess, if any, of the Overcollateralized
Amount for such Distribution Date over the Overcollateralization Target Amount
for such Distribution Date.

Excess
Proceeds:
With
respect to any Liquidated Mortgage Loan, the amount, if any, by which the sum
of
any Liquidation Proceeds and Subsequent Recoveries are in excess of the sum
of
(i) the unpaid principal balance of such Liquidated Mortgage Loan as of the
date
of liquidation of such Liquidated Mortgage Loan plus (ii) interest at the
Mortgage Rate from the Due Date as to which interest was last paid or advanced
to Certificateholders (and not reimbursed to the Master Servicer) up to the
Due
Date in the month in which Liquidation Proceeds are required to be distributed
on the Stated Principal Balance of such Liquidated Mortgage Loan outstanding
during each Due Period as to which such interest was not paid or
advanced.

Exchange
Act:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

Exchange
Act Reports:
Any
reports on Form 10-D, Form 8-K and Form 10-K required to be filed by the
Depositor with respect to the Trust Fund under the Exchange Act.

Expense
Fee Rate:
With
respect to any Mortgage Loan, the sum of (i) the Servicing Fee Rate, (ii) the
Trustee Fee Rate and (iii) with respect to any Mortgage Loan covered by a
lender-paid mortgage insurance policy, the related mortgage insurance premium
rate.

Extra
Principal Distribution Amount:
With
respect to any Distribution Date and each of Loan Group 1 and Loan Group 2,
the
lesser of (1) the Overcollateralization Deficiency Amount and (2) the Excess
Cashflow available for payment thereof, to be allocated between Loan Group
1 and
Loan Group 2, pro rata, based on the Principal Remittance Amount for each such
Loan Group for such Distribution Date.

Fannie
Mae:
The
Federal National Mortgage Association, a federally chartered and privately
owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.

FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.

Final
Maturity OC Trigger Event:
will be
in effect on any Distribution Date on or after the Distribution Date in
September 2026 if the Overcollateralized Amount on such Distribution Date (after
giving effect to distributions on such Distribution Date) is less than the
aggregate Stated Principal Balance for such Distribution of all 40-Year Mortgage
Loans.

Five-Year
Hybrid Mortgage Loan:
A
Mortgage Loan having a Mortgage Rate that is fixed for 60 months after
origination thereof before such Mortgage Rate becomes subject to
adjustment.

Fixed
Rate Mortgage Loans:
The
Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate which is fixed for the life of the related Mortgage, including in each
case
any Mortgage Loans delivered in replacement thereof.

Form
10-D Disclosure Item:
With
respect to any Person, any material litigation or governmental proceedings
pending against such Person, or against any of the Trust Fund, the Depositor,
the Trustee, any co-trustee, the Master Servicer or any Subservicer, if such
Person has actual knowledge thereof.

Form
10-K Disclosure Item:
With
respect to any Person, (a) Form 10-D Disclosure Item, and (b) any affiliations
or relationships between such Person and any Item 1119 Party.

Freddie
Mac:
The
Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home Finance
Act of 1970, as amended, or any successor thereto.

Funding
Period:
The
period from the Closing Date to and including the earlier to occur of (x) the
date the amount in the Pre-Funding Account is less than $125,000 and (y) October
30, 2006.

Gross
Margin:
The
percentage set forth in the related Mortgage Note to be added to the Index
for
use in determining the Mortgage Rate for each Adjustable Rate Mortgage Loan
on
each of its Adjustment Dates.

Group
1 Mortgage Loans:
The
group of Mortgage Loans identified in the related Mortgage Loan Schedule as
“Group 1 Mortgage Loans”, including in each case any Mortgage Loans delivered in
replacement thereof.

Group
1 Overcollateralization Reduction Amount:
With
respect to any Distribution Date, the Overcollateralization Reduction Amount
for
such Distribution Date multiplied by a fraction, the numerator of which is
(x)
the Principal Remittance Amount for Loan Group 1 for such Distribution Date,
and
the denominator of which is (y) the aggregate Principal Remittance Amount for
Loan Group 1 and Loan Group 2 for such Distribution Date.

Group
1 Pre-Funded Amount:
The
portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage
Loans as Group 1 Mortgage Loans on the Closing Date, which shall equal
$0.

Group
2 Mortgage Loans:
The
group of Mortgage Loans identified in the related Mortgage Loan Schedule as
“Group 2 Mortgage Loans”, including in each case any Mortgage Loans delivered in
replacement thereof.

Group
2 Overcollateralization Reduction Amount:
With
respect to any Distribution Date, the Overcollateralization Reduction Amount
for
such Distribution Date multiplied by a fraction, the numerator of which is
the
Principal Remittance Amount for Loan Group 2 for such Distribution Date, and
the
denominator of which is the aggregate Principal Remittance Amount for Loan
Group
1 and Loan Group 2 for such Distribution Date.

Group
2 Pre-Funded Amount:
The
portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage
Loans as Group 2 Mortgage Loans on the Closing Date, which shall equal
$0.

Index:
As to
any Adjustable Rate Mortgage Loan on any Adjustment Date related thereto, the
index for the adjustment of the Mortgage Rate set forth as such in the related
Mortgage Note, such index in general being the average of the London interbank
offered rates for six-month U.S. dollar deposits in the London market, as set
forth in The
Wall Street Journal,
as most
recently announced as of a date 45 days prior to such Adjustment Date or, if
the
Index ceases to be published in The
Wall Street Journal
or
becomes unavailable for any reason, then the Index shall be a new index selected
by the Master Servicer, based on comparable information.

Initial
Adjustment Date:
As to
any Adjustable Rate Mortgage Loan, the first Adjustment Date following the
origination of such Mortgage Loan.

Initial
Certificate Account Deposit:
An
amount equal to the aggregate of all amounts in respect of (i) principal of
the
Initial Mortgage Loans due after the Initial Cut-off Date and received by the
Master Servicer before the Closing Date and not applied in computing the Cut-off
Date Principal Balance thereof and (ii) interest on the Initial Mortgage Loans
due after the Initial Cut-off Date and received by the Master Servicer before
the Closing Date.

Initial
Certificate Principal Balance:
With
respect to any Certificate (other than the Class C Certificates) the Certificate
Principal Balance of such Certificate or any predecessor Certificate on the
Closing Date.

Initial
Cut-off Date:
In the
case of any Initial Mortgage Loan, the later of (x) August 1, 2006 and (y)
the
date of origination of such Mortgage Loan.

Initial
Mortgage Loan:
A
Mortgage Loan conveyed to the Trustee on the Closing Date pursuant to this
Agreement as identified on the Mortgage Loan Schedule delivered to the Trustee
on the Closing Date.

Initial
Mortgage Rate:
As to
each Adjustable Rate Mortgage Loan, the Mortgage Rate in effect prior to the
Initial Adjustment Date.

Initial
Periodic Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan, the percentage specified in
the
related Mortgage Note that limits the permissible increase or decrease in the
Mortgage Rate on its initial Adjustment Date.

Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
including all riders and endorsements thereto in effect with respect to such
Mortgage Loan, including any replacement policy or policies for any Insurance
Policy.

Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
or any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
or
the trustee under the deed of trust and are not applied to the restoration
of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage
loans
held for its own account, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses and received either prior
to
or in connection with such Mortgage Loan becoming a Liquidated Mortgage
Loan.

Insured
Expenses:
Expenses covered by an Insurance Policy or any other insurance policy with
respect to the Mortgage Loans.

Interest-Bearing
Certificates:
The
Class A Certificates and the Subordinate Certificates.

Interest
Carry Forward Amount:
With
respect to each Class of Interest-Bearing Certificates and each Distribution
Date, the excess of (i) the Current Interest for such Class with respect to
prior Distribution Dates over (ii) the amount actually distributed to such
Class
with respect to interest on such prior Distribution Dates.

Interest
Funds:
With
respect to any Distribution Date and Loan Group, the Interest Remittance Amount
for such Loan Group and Distribution Date, less the portion of the Trustee
Fee
for such Distribution Date allocable to such Loan Group, plus the Adjusted
Replacement Upfront Amount, if any, allocable to that Loan Group.

Interest
Remittance Amount:
With
respect to the Mortgage Loans in each Loan Group and any Distribution Date,
(x)
the sum, without duplication, of (i) all scheduled interest collected during
the
related Due Period with respect to the related Mortgage Loans less the related
Servicing Fee, (ii) all interest on prepayments received during the related
Prepayment Period with respect to such Mortgage Loans, other than Prepayment
Interest Excess, (iii) all related Advances relating to interest with respect
to
such Mortgage Loans, (iv) all related Compensating Interest with respect to
such
Mortgage Loans, (v) Liquidation Proceeds with respect to such Mortgage Loans
collected during the related Due Period (to the extent such Liquidation Proceeds
relate to interest) and (vi) the related Seller Shortfall Interest Requirement,
less (y) all reimbursements to the Master Servicer during the related Due Period
for Advances of interest previously made allocable to such Loan
Group.

Investment
Letter:
As
defined in Section 5.02(b).

Item
1119 Party:
The
Depositor, any Seller, the Master Servicer, the Trustee, any Subservicer, any
originator identified in the Prospectus Supplement, the Swap Counterparty and
any other material transaction party, as identified in Exhibit Z hereto, as
updated pursuant to Section 11.04.

Latest
Possible Maturity Date:
The
Distribution Date following the third anniversary of the scheduled maturity
date
of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off
Date.

LIBOR
Business Day:
Any day
on which banks in the City of London, England and New York City, U.S.A. are
open
and conducting transactions in foreign currency and exchange.

Limited
Exchange Act Reporting Obligations:
The
obligations of the Master Servicer under Section 3.17(b), Section 6.02 and
Section 6.04 with respect to notice and information to be provided to the
Depositor and Article XI (except Section 11.07(a)(1) and (2)).

Liquidated
Mortgage Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Master Servicer has certified in the related Prepayment Period that it has
received all amounts it expects to receive in connection with such
liquidation.

Liquidation
Proceeds:
Amounts, including Insurance Proceeds, received in connection with the partial
or complete liquidation of Mortgage Loans, whether through trustee’s sale,
foreclosure sale or otherwise or amounts received in connection with any
condemnation or partial release of a Mortgaged Property and any other proceeds
received in connection with an REO Property received in connection with or
prior
to such Mortgage Loan becoming a Liquidated Mortgage Loan (other than the amount
of such net proceeds representing any profit realized by the Master Servicer
in
connection with the disposition of any such properties), less the sum of related
unreimbursed Advances, Servicing Fees and Servicing Advances.

Loan
Group:
Either
of Loan Group 1 or Loan Group 2.

Loan
Group 1:
The
Group 1 Mortgage Loans.

Loan
Group 2:
The
Group 2 Mortgage Loans.

Loan
Number and Borrower Identification Mortgage Loan Schedule:
With
respect to any Subsequent Transfer Date, the Loan Number and Borrower
Identification Mortgage Loan Schedule delivered in connection with such
Subsequent Transfer Date pursuant to Section 2.01(f). Each Loan Number and
Borrower Identification Mortgage Loan Schedule shall contain the information
specified in the definition of “Mortgage Loan Schedule” with respect to the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, and each
Loan Number and Borrower Identification Mortgage Loan Schedule shall be deemed
to be included in the Mortgage Loan Schedule.

Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which
is
the Appraised Value of the related Mortgaged Property.

Majority
Holder:
The
Holders of Certificates evidencing at least 51% of the Voting Rights allocated
to such Class of Certificates.

Margin:
With
respect to any Accrual Period and Class of Interest-Bearing Certificates, the
per annum rate indicated in the following table:

Class

Margin
(1)

Margin
(2)

Class
1-A

0.150%

0.300%

Class
2-A-1

0.040%

0.080%

Class
2-A-2

0.140%

0.280%

Class
2-A-3

0.240%

0.480%

Class
M-1

0.300%

0.450%

Class
M-2

0.320%

0.480%

Class
M-3

0.340%

0.510%

Class
M-4

0.380%

0.570%

Class
M-5

0.400%

0.600%

Class
M-6

0.470%

0.705%

Class
M-7

0.850%

1.275%

Class
M-8

1.050%

1.575%

Class
M-9

1.900%

2.850%

Class
B

1.900%

2.850%

(1)

For
any Accrual Period relating to any Distribution Date occurring on
or prior
to the Optional Termination Date.

(2)

For
any Accrual Period relating to any Distribution Date occurring after
the
Optional Termination Date.

Master
Servicer:
Countrywide Home Loans Servicing LP, a Texas limited partnership, and its
successors and assigns, in its capacity as master servicer
hereunder.

Master
Servicer Advance Date:
As to
any Distribution Date, the Business Day immediately preceding such Distribution
Date.

Master
Servicer Prepayment Charge Payment Amount:
The
amounts (i) payable by the Master Servicer in respect of any Prepayment Charges
waived other than in accordance with the standard set forth in the first
sentence of Section 3.20(a), or (ii) collected from the Master Servicer in
respect of a remedy for the breach of the representation made by CHL set forth
in Section 3.20(c).

Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the maximum rate of interest
set
forth as such in the related Mortgage Note.

MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.

MERS
Mortgage Loan:
Any
Mortgage Loan registered with MERS on the MERS® System.

MERS®
System:
The
system of recording transfers of mortgages electronically maintained by
MERS.

MIN:
The
Mortgage Identification Number for any MERS Mortgage Loan.

Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the minimum rate of interest
set
forth as such in the related Mortgage Note.

Modified
Mortgage Loan:
As
defined in Section 3.12(a).

MOM
Loan:
Any
Mortgage Loan, as to which MERS is acting as mortgagee, solely as nominee for
the originator of such Mortgage Loan and its successors and
assigns.

Monthly
Statement:
The
statement delivered to the Certificateholders pursuant to Section
4.05.

Moody’s:
Moody’s
Investors Service, Inc. and its successors.

Mortgage:
The
mortgage, deed of trust or other instrument creating a first lien on or first
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.

Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Trustee to be added
to the Mortgage File pursuant to this Agreement.

Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Master Servicer
to
reflect the deletion of Liquidated Mortgage Loans and Deleted Mortgage Loans
and
the addition of (x) Replacement Mortgage Loans pursuant to the provisions of
this Agreement and (y) Subsequent Mortgage Loans pursuant to the provisions
of
this Agreement and any Subsequent Transfer Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
attached hereto as Exhibit F-1, setting forth in the following information
with
respect to each Mortgage Loan:

(i)the
loan
number;

(ii)the
Loan
Group;

(iii)the
Appraised Value;

(iv)the
Initial Mortgage Rate;

(v)the
maturity date;

(vi)the
original principal balance;

(vii)the
Cut-off Date Principal Balance;

(viii)the
first
payment date of the Mortgage Loan;

(ix)the
Scheduled Payment in effect as of the Cut-off Date;

(x)the
Loan-to-Value Ratio at origination;

(xi)a
code
indicating whether the residential dwelling at the time of origination was
represented to be owner-occupied;

a
code indicating whether the Mortgage Loan is a CHL Mortgage Loan,
a Park
Granada Mortgage Loan or a Park Sienna Mortgage
Loan;

(xvii)

the
premium rate for any lender-paid mortgage insurance, if applicable;
and

(xviii)

a
code indicating whether the Mortgage Loan is a Fixed Rate Mortgage
Loan or
an Adjustable Rate Mortgage Loan.

Such
schedule shall also set forth the total of the amounts described under (vii)
above for all of the Mortgage Loans and for each Loan Group. The Mortgage Loan
Schedule shall be deemed to include each Loan Number and Borrower Identification
Mortgage Loan Schedule delivered pursuant to Section 2.01(f) and all the related
Subsequent Mortgage Loans and Subsequent Mortgage Loan information included
therein.

Mortgage
Loans:
Such of
the mortgage loans transferred and assigned to the Trustee pursuant to the
provisions hereof and any Subsequent Transfer Agreement as from time to time
are
held as part of the Trust Fund (including any REO Property), the mortgage loans
so held being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged Property.
Any
mortgage loan that was intended by the parties hereto to be transferred to
the
Trust Fund as indicated by such Mortgage Loan Schedule which is in fact not
so
transferred for any reason, including a breach of the representation contained
in Section 2.02 hereof, shall continue to be a Mortgage Loan hereunder until
the
Purchase Price with respect thereto has been paid to the Trust
Fund.

Mortgage
Note:
The
original executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage
Pool:
The
aggregate of the Mortgage Loans identified in the Mortgage Loan
Schedule.

Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note from time to time.

Mortgaged
Property:
The
underlying property securing a Mortgage Loan.

Mortgagor:
The
obligors on a Mortgage Note.

Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the Servicing Fee Rate.

Net
Rate Carryover:
With
respect to any Class of Interest-Bearing Certificates and any Distribution
Date,
the sum of (A) the excess of (i) the amount of interest that such Class would
otherwise have accrued for such Distribution Date had the Pass-Through Rate
for
such Class and the related Accrual Period not been determined based on the
applicable Net Rate Cap, over (ii) the amount of interest accrued on such Class
at the applicable Net Rate Cap for such Distribution Date and (B) the Net Rate
Carryover for such Class for all previous Distribution Dates not previously
paid
pursuant to Section 4.04, together with interest thereon at the then-applicable
Pass-Through Rate for such Class, without giving effect to the applicable Net
Rate Cap.

Net
Swap Payment:
With
respect to any Distribution Date and payment by the Swap Contract Administrator
to the Swap Counterparty, the excess, if any, of the “Fixed Amount” (as defined
in the Swap Contract) with respect to such Distribution Date over the “Floating
Amount” (as defined in the Swap Contract) with respect to such Distribution
Date. With respect to any Distribution Date and payment by the Swap Counterparty
to the Swap Contract Administrator, the excess, if any, of the “Floating Amount”
(as defined in the Swap Contract) with respect to such Distribution Date over
the “Fixed Amount” (as defined in the Swap Contract) with respect to such
Distribution Date

NIM
Insurer:
Any
insurer guarantying at the request of CHL certain payments under notes backed
or
secured by the Class C or Class P Certificates.

Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Master
Servicer that, in the good faith judgment of the Master Servicer, will not
or,
in the case of a current delinquency, would not, be ultimately recoverable
by
the Master Servicer from the related Mortgagor, related Liquidation Proceeds
or
otherwise.

Non-United
States Person:
A
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, an estate whose
income from sources without the United States is includible in gross income
for
United States federal income tax purposes regardless of its connection with
the
conduct of a trade or business within the United States, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trustor.

OC
Floor:
With
respect to any Distribution Date, an amount equal to 0.50% of the sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans and
the
Pre-Funded Amount.

Officer’s
Certificate:
A
certificate (i) in the case of the Depositor, signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Managing Director,
a
Vice President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor, (ii) in the case of the Master Servicer, signed
by
the President, an Executive Vice President, a Vice President, an Assistant
Vice
President, the Treasurer, or one of the Assistant Treasurers or Assistant
Secretaries of Countrywide GP, Inc., its general partner, (iii) if provided
for
in this Agreement, signed by a Servicing Officer, as the case may be, and
delivered to the Depositor and the Trustee, as the case may be, as required
by
this Agreement, or (iv) in the case of any other Person, signed by an authorized
officer of such Person.

One-Month
LIBOR:
With
respect to any Accrual Period for the Interest-Bearing Certificates, the rate
determined by the Trustee on the related Interest Determination Date on the
basis of the rate for U.S. dollar deposits for one month as quoted on the
Bloomberg Terminal on such Interest Determination Date; provided that the
parties hereto acknowledge that One-Month LIBOR calculated for the first Accrual
Period for the Interest-Bearing Certificates shall equal 5.330% per annum.
If
such rate is not quoted on the Bloomberg Terminal (or if such service is no
longer offered, such other service for displaying One-Month LIBOR or comparable
rates as may be reasonably selected by the Trustee), One-Month LIBOR for the
applicable Accrual Period for the Interest-Bearing Certificates will be the
Reference Bank Rate. If no such quotations can be obtained by the Trustee and
no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period for the Interest-Bearing
Certificates.

One-Year
Hybrid Mortgage Loan:
A
Mortgage Loan having a Mortgage Rate that is fixed for 12 months after
origination thereof before such Mortgage Rate becomes subject to
adjustment.

Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Depositor or the Master
Servicer, reasonably acceptable to each addressee of such opinion; provided
that
with respect to Section 6.04 or 10.01, or the interpretation or application
of
the REMIC Provisions, such counsel must (i) in fact be independent of the
Depositor and the Master Servicer, (ii) not have any direct financial interest
in the Depositor or the Master Servicer or in any affiliate of either and (iii)
not be connected with the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.

Optional
Termination:
The
termination of the Trust Fund provided hereunder pursuant to the purchase of
the
Mortgage Loans pursuant to clause (a) of the first sentence of Section 9.01
hereof.

Optional
Termination Date:
The
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to 10% of the sum of the aggregate Cut-off
Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded
Amount.

Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
satisfactory to the Master Servicer or the sales price of such property or,
in
the case of a refinancing, on an appraisal satisfactory to the Master
Servicer.

OTS:
The
Office of Thrift Supervision.

Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:

(i)Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and

(ii)Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.

Outstanding
Mortgage Loan:
As of
any Distribution Date, a Mortgage Loan with a Stated Principal Balance greater
than zero that was not the subject of a Principal Prepayment in full, and that
did not become a Liquidated Mortgage Loan, prior to the end of the related
Prepayment Period.

Overcollateralization
Deficiency Amount:
With
respect to any Distribution Date, the amount, if any, by which the
Overcollateralization Target Amount exceeds the Overcollateralized Amount on
such Distribution Date (after giving effect to distribution of the Principal
Distribution Amount (other than the portion thereof consisting of the Extra
Principal Distribution Amount) on such Distribution Date).

Overcollateralization
Reduction Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (i) the
Excess Overcollateralization Amount for such Distribution Date and (ii) the
aggregate Principal Remittance Amount for Loan Group 1 and Loan Group 2 for
such
Distribution Date.

Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, an amount
equal
to 2.25% of the sum of the aggregate Cut-off Date Principal Balance of the
Initial Mortgage Loans and the Pre-Funded Amount and (b) on or after the
Stepdown Date, the greater of (i) an amount equal to 4.50% of the aggregate
Stated Principal Balance of the Mortgage Loans for the current Distribution
Date
and (ii) the OC Floor; provided, however, that if a Trigger Event is in effect
on any Distribution Date, the Overcollateralization Target Amount will be the
Overcollateralization Target Amount as in effect for the prior Distribution
Date.

Overcollateralized
Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the sum
of
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date and any amount on deposit in the Pre-Funding Account exceeds
(y) the aggregate Certificate Principal Balance of the Interest-Bearing
Certificates as of such Distribution Date (after giving effect to distribution
of the Principal Remittance Amounts to be made on such Distribution Date and,
in
the case of the Distribution Date immediately following the end of the Funding
Period, any amounts to be released from the Pre-Funding Account).

Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.

Park
Sienna Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which Park
Sienna is the applicable Seller.

Pass-Through
Rate:
With
respect to any Accrual Period and each Class of Interest-Bearing Certificates
the lesser of (x) One-Month LIBOR for such Accrual Period plus the Margin for
such Class and Accrual Period and (y) the applicable Net Rate Cap for such
Class
and the related Distribution Date.

With
respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not
have
a Pass-Through Rate, but interest for such Regular Interest and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to REMIC 2 Regular Interest II-IO for such Distribution Date.

Percentage
Interest:
With
respect to any Interest-Bearing Certificate, a fraction, expressed as a
percentage, the numerator of which is the Certificate Principal Balance
represented by such Certificate and the denominator of which is the aggregate
Certificate Principal Balance of the related Class. With respect to the Class
C,
Class P and Class A-R Certificates, the portion of the Class evidenced thereby,
expressed as a percentage, as stated on the face of such
Certificate.

Performance
Certification:
As
defined in Section 11.05.

Permitted
Investments:
At any
time, any one or more of the following obligations and securities:

(i)obligations
of the United States or any agency thereof, provided such obligations are backed
by the full faith and credit of the United States;

(ii)general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as each Rating Agency has confirmed in
writing is sufficient for the ratings originally assigned to the Certificates
by
such Rating Agency;

(iii)commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency, or such lower rating as
each
Rating Agency has confirmed in writing is sufficient for the ratings originally
assigned to the Certificates by such Rating Agency;

(iv)certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the commercial paper
and/or long term unsecured debt obligations of such depository institution
or
trust company (or in the case of the principal depository institution in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Moody’s is not a Rating Agency)
are then rated one of the two highest long-term and the highest short-term
ratings of each such Rating Agency for such securities, or such lower ratings
as
each Rating Agency has confirmed in writing is sufficient for the ratings
originally assigned to the Certificates by such Rating Agency;

(v)repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;

(vi)securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest long term ratings of each Rating Agency (except (x) if the
Rating Agency is Moody’s, such rating shall be the highest commercial paper
rating of S&P for any such securities) and (y), or such lower rating as each
Rating Agency has confirmed in writing is sufficient for the ratings originally
assigned to the Certificates by such Rating Agency;

(vii)interests
in any money market fund which at the date of acquisition of the interests
in
such fund and throughout the time such interests are held in such fund has
the
highest applicable long term rating by each Rating Agency or such lower rating
as each Rating Agency has confirmed in writing is sufficient for the ratings
originally assigned to the Certificates by such Rating Agency;

(viii)short
term investment funds sponsored by any trust company or national banking
association incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by each Rating Agency
in
their respective highest applicable rating category or such lower rating as
each
Rating Agency has confirmed in writing is sufficient for the ratings originally
assigned to the Certificates by such Rating Agency; and

(ix)such
other relatively risk free investments having a specified stated maturity and
bearing interest or sold at a discount acceptable to each Rating Agency as
will
not result in the downgrading or withdrawal of the rating then assigned to
the
Certificates by any Rating Agency, as evidenced by a signed writing delivered
by
each Rating Agency, and reasonably acceptable to the NIM Insurer, as evidenced
by a signed writing delivered by the NIM Insurer;

provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (vii) above); provided further that no amount
beneficially owned by any REMIC (including, without limitation, any amounts
collected by the Master Servicer but not yet deposited in the Certificate
Account) may be invested in investments (other than money market funds) treated
as equity interests for Federal income tax purposes, unless the Master Servicer
shall receive an Opinion of Counsel, at the expense of Master Servicer, to
the
effect that such investment will not adversely affect the status of any such
REMIC as a REMIC under the Code or result in imposition of a tax on any such
REMIC. Permitted Investments that are subject to prepayment or call may not
be
purchased at a price in excess of par.

Permitted
Transferee:
Any
Person other than (i) the United States, any State or political subdivision
thereof, or any agency or instrumentality of any of the foregoing, (ii) a
foreign government, International Organization or any agency or instrumentality
of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in section 521 of the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by section 511
of
the Code on unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(1) of the Code) with respect to any Class A-R
Certificate, (iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) an “electing large partnership” as defined in
section 775 of the Code, (vi) a Person that is not a citizen or resident of
the
United States, a corporation, partnership, or other entity (treated as a
corporation or a partnership for federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, or an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States Persons have authority to control all substantial decisions
of the trustor unless such Person has furnished the transferor and the Trustee
with a duly completed Internal Revenue Service Form W-8ECI, and (vii) any other
Person so designated by the Trustee based upon an Opinion of Counsel that the
Transfer of an Ownership Interest in a Class A-R Certificate to such Person
may
cause any REMIC formed hereunder to fail to qualify as a REMIC at any time
that
any Certificates are Outstanding. The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with
the exception of the Federal Home Loan Mortgage Corporation, a majority of
its
board of directors is not selected by such government unit.

Plan:
An
“employee benefit plan” as defined in section 3(3) of ERISA that is subject to
Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
subject to section 4975 of the Code, or any Person investing on behalf of or
with plan assets (as defined in 29 CFR § 2510.3-101 or otherwise under ERISA) of
such an employee benefit plan or plan.

Pool
Stated Principal Balance:
The
aggregate of the Stated Principal Balances of the Mortgage Loans which were
Outstanding Mortgage Loans.

Pre-Funded
Amount:
The
amount deposited in the Pre-Funding Account on the Closing Date, which
shall equal $0.

Pre-Funding
Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 3.05 in the name of the Trustee for the benefit of the
Certificateholders and designated “The Bank of New York, in trust for registered
holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC3.” Funds in
the Pre-Funding Account shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement and shall not be a part of
any
REMIC created hereunder, provided, however that any investment income earned
from Permitted Investments made with funds in the Pre-Funding Account will
be
for the account of CHL.

Prepayment
Assumption:
The
applicable rate of prepayment, as described in the Prospectus Supplement
relating to the Certificates.

Prepayment
Charge:
With
respect to any Mortgage Loan, the charges or premiums, if any, due in connection
with a full or partial prepayment of such Mortgage Loan within the related
Prepayment Charge Period in accordance with the terms thereof (other than any
Master Servicer Prepayment Charge Payment Amount).

Prepayment
Charge Period:
With
respect to any Mortgage Loan, the period of time during which a Prepayment
Charge may be imposed.

Prepayment
Charge Schedule:
As of
the Initial Cut-off Date with respect to each Initial Mortgage Loan and as
of
the Subsequent Cut-off Date with respect to each Subsequent Mortgage Loan,
a
list attached hereto as Schedule I (including the Prepayment Charge Summary
attached thereto), setting forth the following information with respect to
each
Prepayment Charge:

(i)the
Mortgage Loan identifying number;

(ii)a
code
indicating the type of Prepayment Charge;

(iii)the
state
of origination of the related Mortgage Loan;

(iv)the
date
on which the first monthly payment was due on the related Mortgage
Loan;

(v)the
term
of the related Prepayment Charge; and

(vi)the
principal balance of the related Mortgage Loan as of the Cut-off
Date.

As
of the
Closing Date, the Prepayment Charge Schedule shall contain the necessary
information for each Initial Mortgage Loan. The Prepayment Charge Schedule
shall
be amended by the Master Servicer upon the sale of any Subsequent Mortgage
Loans
to the Trust Fund. In addition, the Prepayment Charge Schedule shall be amended
from time to time by the Master Servicer in accordance with the provisions
of
this Agreement and a copy of each related amendment shall be furnished by the
Master Servicer to the Class P and Class C Certificateholders and the NIM
Insurer.

Prepayment
Interest Excess:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a Principal Prepayment during the period from the related Due Date to the end
of
the related Prepayment Period, any payment of interest received in connection
therewith (net of any applicable Servicing Fee) representing interest accrued
for any portion of such month of receipt.

Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment or a Principal Prepayment in full during the
period from the beginning of the related Prepayment Period to the Due Date
in
such Prepayment Period (other than a Principal Prepayment in full resulting
from
the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12
or
9.01 hereof) and for each Mortgage Loan that became a Liquidated Mortgage Loan
during the related Due Period, the amount, if any, by which (i) one month’s
interest at the applicable Net Mortgage Rate on the Stated Principal Balance
of
such Mortgage Loan immediately prior to such prepayment (or liquidation) or
in
the case of a partial Principal Prepayment on the amount of such prepayment
(or
Liquidation Proceeds) exceeds (ii) the amount of interest paid or collected
in
connection with such Principal Prepayment or such Liquidation
Proceeds.

Prepayment
Period:
As to
any Distribution Date and related Due Date, the period beginning with the
opening of business on the sixteenth day of the calendar month preceding the
month in which such Distribution Date occurs (or, with respect to the first
Distribution Date, the period beginning with the opening of business on the
day
immediately following the Initial Cut-off Date) and ending on the close of
business on the fifteenth day of the month in which such Distribution Date
occurs.

Prime
Rate:
The
prime commercial lending rate of The Bank of New York, as publicly announced
to
be in effect from time to time. The Prime Rate shall be adjusted automatically,
without notice, on the effective date of any change in such prime commercial
lending rate. The Prime Rate is not necessarily The Bank of New York’s lowest
rate of interest.

Principal
Distribution Amount:
With
respect to each Distribution Date and a Loan Group, the sum of (i) the Principal
Remittance Amount for such Loan Group for such Distribution Date less any
portion of such amount used to cover any payment due to the Swap Counterparty
with respect to such Distribution Date pursuant to Section 4.09,
(ii) the
Extra Principal Distribution Amount for such Loan Group for such Distribution
Date, and (iii) with respect to the Distribution Date immediately following
the
end of the Funding Period, the amount, if any, remaining in the Pre-Funding
Account at the end of the Funding Period (net of any investment income
therefrom) allocable to such Loan Group, minus (iv) (a) the amount of any Group
1 Overcollateralization Reduction Amount, in the case of Loan Group 1 and (b)
the amount of any Group 2 Overcollateralization Reduction Amount, in the case
of
Loan Group 2.

Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 2.04, 3.12 and 9.01 hereof) that is received in advance of its
scheduled Due Date to the extent it is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment. Partial Principal Prepayments
shall be applied by the Master Servicer in accordance with the terms of the
related Mortgage Note.

Principal
Remittance Amount:
With
respect to the Mortgage Loans in each Loan Groupand
any
Distribution Date, (a) the sum, without duplication, of: (i) the scheduled
principal collected with respect to the Mortgage Loans during the related Due
Period or advanced with respect to such Distribution Date, (ii) Principal
Prepayments collected in the related Prepayment Period, with respect to the
Mortgage Loans, (iii) the Stated Principal Balance of each Mortgage Loan that
was repurchased by a Seller or purchased by the Master Servicer with respect
to
such Distribution Date, (iv) the amount, if any, by which the aggregate unpaid
principal balance of any Replacement Mortgage Loans delivered by the Sellers
in
connection with a substitution of a Mortgage Loan is less than the aggregate
unpaid principal balance of any Deleted Mortgage Loans and (v) all Liquidation
Proceeds (to the extent such Liquidation Proceeds related to principal) and
Subsequent Recoveries collected during the related Due Period; less (b) all
Advances relating to principal and certain expenses reimbursable pursuant to
Section 6.03 and reimbursed during the related Due Period, in each case with
respect to such Loan Group.

Principal
Reserve Fund:
The
separate Eligible Account created and initially maintained by the Trustee
pursuant to Section 3.08 in the name of the Trustee for the benefit of the
Certificateholders and designated “The Bank of New York in trust for registered
Holders of CWABS, Inc., Asset-Backed Certificates, Series 2006-BC3”. Funds in
the Principal Reserve Fund shall be held in trust for the Certificateholders
for
the uses and purposes set forth in this Agreement.

Private
Certificates:
The
Class B, Class C and Class P Certificates.

Prospectus:
The
prospectus dated August 28, 2006, relating to asset-backed securities to be
sold
by the Depositor.

Prospectus
Supplement:
The
prospectus supplement dated August 29, 2006, relating to the public offering
of
the certain Classes of Certificates offered thereby.

PTCE
95-60:
As
defined in Section 5.02(b).

PUD:
A
Planned Unit Development.

Purchase
Price:
With
respect to any Mortgage Loan (x) required to be (1) repurchased by a Seller
or
purchased by the Master Servicer, as applicable, pursuant to Section 2.02,
2.03
or 3.12 hereof or (2) repurchased by the Depositor pursuant to Section 2.04
hereof, or (y) that the Master Servicer has a right to purchase pursuant to
Section 3.12 hereof, an amount equal to the sum of (i) 100% of the unpaid
principal balance (or, if such purchase or repurchase, as the case may be,
is
effected by the Master Servicer, the Stated Principal Balance) of the Mortgage
Loan as of the date of such purchase, (ii) accrued interest thereon at the
applicable Mortgage Rate (or, if such purchase or repurchase, as the case may
be, is effected by the Master Servicer, at the Net Mortgage Rate) from (a)
the
date through which interest was last paid by the Mortgagor (or, if such purchase
or repurchase, as the case may be, is effected by the Master Servicer, the
date
through which interest was last advanced and not reimbursed by the Master
Servicer) to (b) the Due Date in the month in which the Purchase Price is to
be
distributed to Certificateholders and (iii) any costs, expenses and damages
incurred by the Trust Fund resulting from any violation of any predatory or
abusive lending law in connection with such Mortgage Loan.

R-1-R
Interest:
The
uncertificated Residual Interest in REMIC 1.

R-2-R
Interest:
The
uncertificated Residual Interest in REMIC 2.

R-3-R
Interest:
The
uncertificated Residual Interest in REMIC 3.

Rating
Agency:
Each of
Moody’s and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.

Realized
Loss:
With
respect to each Liquidated Mortgage Loan, an amount (not less than zero or
more
than the Stated Principal Balance of the Mortgage Loan) as of the date of such
liquidation, equal to (i) the Stated Principal Balance of such Liquidated
Mortgage Loan as of the date of such liquidation, minus (ii) the Liquidation
Proceeds, if any, received in connection with such liquidation during the month
in which such liquidation occurs, to the extent applied as recoveries of
principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan
that has become the subject of a Deficient Valuation, (i) if the value of the
related Mortgaged Property was reduced below the principal balance of the
related Mortgage Note, the amount by which the value of the Mortgaged Property
was reduced below the principal balance of the related Mortgage Note, and (ii)
if the principal amount due under the related Mortgage Note has been reduced,
the difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of
the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan that has become the subject of a Debt Service Reduction and any
Distribution Date, the amount, if any, by which the related Scheduled Payment
was reduced.

Record
Date:
With
respect to any Distribution Date and the Interest-Bearing Certificates, the
Business Day immediately preceding such Distribution Date, or if such
Certificates are no longer Book-Entry Certificates, the last Business Day of
the
month preceding the month of such Distribution Date. With respect to the Class
A-R, Class C and Class P Certificates, the last Business Day of the month
preceding the month of a Distribution Date.

Reference
Bank Rate:
With
respect to any Accrual Period, the arithmetic mean (rounded upwards, if
necessary, to the nearest whole multiple of 0.03125%) of the offered rates
for
United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in amounts approximately equal to the outstanding aggregate
Certificate Principal Balance of the Interest-Bearing Certificates on such
Interest Determination Date, provided that at least two such Reference Banks
provide such rate. If fewer than two offered rates appear, the Reference Bank
Rate will be the arithmetic mean (rounded upwards, if necessary, to the nearest
whole multiple of 0.03125%) of the rates quoted by one or more major banks
in
New York City, selected by the Trustee, as of 11:00 a.m., New York City time,
on
such date for loans in U.S. dollars to leading European banks for a period
of
one month in amounts approximately equal to the aggregate Certificate Principal
Balance of the Interest-Bearing Certificates on such Interest Determination
Date.

Reference
Banks:
Barclays Bank PLC, Deutsche Bank and NatWest, N.A., provided that if any of
the
foregoing banks are not suitable to serve as a Reference Bank, then any leading
banks selected by the Trustee which are engaged in transactions in Eurodollar
deposits in the international Eurocurrency market (i) with an established place
of business in London, England, (ii) not controlling, under the control of
or
under common control with the Depositor, CHL or the Master Servicer and (iii)
which have been designated as such by the Trustee.

Refinancing
Mortgage Loan:
Any
Mortgage Loan originated in connection with the refinancing of an existing
mortgage loan.

Regular
Certificate:
Any
Certificate other than the Class A-R Certificates.

Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time and publicly available.

Relief
Act:
The
Servicemembers Civil Relief Act.

REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits which appear at section 860A through 860G of Subchapter
M of
Chapter 1 of the Code, and related provisions, and regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to
time.

REMIC
1:
The
segregated pool of assets described in the Preliminary Statement.

REMIC
1 Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC 1 issued
hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular
Interest shall accrue interest at the related REMIC 1 Remittance Rate in effect
from time to time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC 1 Regular Interests are set
forth in the Preliminary Statement hereto. The REMIC 1 Regular Interests consist
of the REMIC 1 Group I Regular Interests and the REMIC 1 Group II Regular
Interests.

REMIC
1 Remittance Rate:
With
respect to each REMIC 1 Group I Regular Interest ending with the designation
“A”, a per annum rate equal to the weighted average of the Mortgage Rates of the
Group 1 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii)
the
Trustee Fee Rate, multiplied by 2, subject to a maximum rate of 11.20%. With
respect to each REMIC 1 Group I Regular Interest ending with the designation
“B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the weighted average of the Mortgage Rates of the Group 1 Mortgage
Loans less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee Rate,
over (ii) 11.20% and (y) 0.00%. With respect to each REMIC 1 Group II Regular
Interest ending with the designation “A”, a per annum rate equal to the weighted
average of the Mortgage Rates of the Group 2 Mortgage Loans less the sum of
(i)
the Servicing Fee Rate and (ii) the Trustee Fee Rate, multiplied by 2, subject
to a maximum rate of 11.20%. With respect to each REMIC 1 Group II Regular
Interest ending with the designation “B”, the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average of
the
Mortgage Rates of the Group 2 Mortgage Loans less the sum of (i) the Servicing
Fee Rate and (ii) the Trustee Fee Rate over (ii) 11.20% and (y) 0.00%. With
respect to REMIC 1 Regular Interest I, the weighted average of the Mortgage
Rates of the Group 1 Mortgage Loans. With respect to REMIC 1 Regular Interest
II, the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans.

REMIC
2:
The
segregated pool of assets described in the Preliminary Statement.

REMIC
2 Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Interest Accrual Periods for
the
indicated Regular Interests for such Distribution Date) equal to (a) the product
of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans
and
REO Properties then outstanding and (ii) the REMIC 2 Remittance Rate for REMIC
2
Regular Interest LT-AA minus the Marker Rate, divided by (b) 12.

With
respect to REMIC 2 Regular Interest LT-1GRP, a per annum rate (but not less
than
zero) equal to the weighted average of (x) with respect to REMIC 1 Regular
Interest I and REMIC 1 Group I Regular Interests ending with the designation
“B”, the weighted average of the REMIC 1 Remittance Rates for such REMIC 1
Regular Interests, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC 1 Regular Interest for each such Distribution Date
and (y) with respect to REMIC 1 Group I Regular Interests ending with the
designation “A”, for each Distribution Date listed below, the weighted average
of the rates listed below for such REMIC 1 Regular Interests listed below,
weighted on the basis of the Uncertificated Principal Balances of each such
REMIC 1 Regular Interest for each such Distribution Date: